Elkwater Resources Ltd.
TSX VENTURE : ELW

July 31, 2014 17:36 ET

Elkwater Resources Ltd. Announces Details of Rights Offering

CALGARY, ALBERTA--(Marketwired - July 31, 2014) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS.

Elkwater Resources Ltd. ("Elkwater" or the "Corporation") (TSX VENTURE:ELW) is pleased to announce that it has set August 14, 2014 (the "Record Date") as the record date for the previously announced rights offering (the "Rights Offering") to the holders of common shares of Elkwater ("Common Shares"). Pursuant to the Rights Offering, each holder of Common Shares on the Record Date will receive one transferable right (a "Right") for every Common Shares held. Every four Rights will entitle the holder to purchase one Common Share at a price of $0.10 until the Rights expire at 4:00 p.m. (Calgary time) on September 30, 2014 (the "Expiry Date"). There is no additional subscription privilege and no standby commitment in respect of the Rights Offering. The completion of the Rights Offering is not subject to Elkwater receiving any minimum amount of subscriptions from shareholders.

The Rights Offering will be made in each of the provinces of Canada (other than Québec), and in such other jurisdictions where Elkwater is eligible to make such offering (the "Qualifying Jurisdictions"). Details of the Rights Offering are described in the Rights Offering Circular (as defined as below) to be mailed to shareholders in connection with the Rights Offering as soon as practicable following the Record Date.

The Corporation has applied to receive conditional approval from the TSX Venture Exchange (the "TSXV") for posting and listing the Rights and the Common Shares issuable thereunder, subject to the Corporation satisfying certain conditions pursuant to the policies of the TSXV.

Subject to the receipt of approval from the TSXV, the Common Shares are expected to commence trading on the TSXV on an ex-rights basis at the opening of business on August 12, 2014. This means that Common Shares purchased on or following August 12, 2014 will not be entitled to receive Rights under the Rights Offering. At that time, the Rights are expected to be posted for trading on a "when issued" basis on the TSXV under the symbol "ELW.RT". Trading of the Rights is expected to continue until 10:00 a.m. (Calgary time) on the Expiry Date.

Subscribers in the previously announced non-brokered private placement as provided for in the reorganization agreement dated June 25, 2014 among the Corporation and Doug Bailey, Frank Muller, Darrin Drall, Glenn Cartier and Ryan Heath and which closed on July 9, 2014 (the "Private Placement") have agreed not to participate in the Rights Offering and will not be entitled to exercise, sell or convey any Rights issued in respect of Common Shares acquired in the Private Placement or Common Shares issued on the exercise of warrants acquired in the Private Placement. Accordingly, a maximum of approximately 4.78 million Common Shares will be issued pursuant to the Rights Offering for maximum gross aggregate proceeds of approximately $478,000. Elkwater will use the proceeds of the Rights Offering for capital expenditures and general corporate purposes.

Pursuant to the requirements under applicable securities legislation, a rights offering circular of the Corporation dated July 30, 2014 (the "Rights Offering Circular") has been filed with the securities regulatory authorities in the Qualifying Jurisdictions. The Rights Offering Circular and related materials will be delivered to all shareholders of the Corporation as of the Record Date. Rights certificates will be issued and forwarded by Elkwater only to holders of Common Share who are resident in one of the Qualifying Jurisdictions.

Registered shareholders wishing to exercise their rights must forward the completed rights certificates along with the applicable funds to the subscription agent for the Rights Offering, Alliance Trust Company (the "Subscription Agent"), by the Expiry Date. Shareholders who own their Common Shares through an intermediary, such as a bank, trust company, securities dealer or broker, will receive materials and instructions from their intermediary.

Rights certificates will not be issued and forwarded by Elkwater to holders of Common Shares not resident in the Qualifying Jurisdictions. Instead, Rights otherwise issuable to such holders will be issued to and held, as agent, by the Subscription Agent, which will use its reasonable commercial efforts to sell the Rights on behalf of all such holders prior to the Expiry Date and then forward the net proceeds pro rata to such holders.

Completion of the Rights Offering is subject to receiving all necessary regulatory approvals, including, but not limited to, the TSXV.

About Elkwater

Elkwater is a Calgary, Alberta based company engaged in the oil and gas exploration and development industry. The Corporation's Common Shares are listed on the TSXV under the trading symbol "ELW".

Forward-Looking and Cautionary Statements

This news release may include forward-looking statements including opinions, assumptions, estimates, and, more particularly, statements concerning the completion of the Rights Offering and the number of securities issued by way of the Rights Offering.

When used in this document, the words "will," "anticipate," "believe," "estimate," "expect," "intent," "may," "project," "should," and similar expressions are intended to be among the statements that identify forward-looking statements.

The forward-looking statements are founded on the basis of expectations and assumptions made by Elkwater which include, but are not limited to, the timing of the receipt of the required, regulatory and third party approvals, as well as the satisfaction of other conditions pertaining to the completion of the Rights Offering.

Forward-looking statements are subject to a wide range of risks and uncertainties, and although Elkwater believes that the expectations represented by such forward-looking statements are reasonable, there can be no assurance that such expectations will be realized.

Any number of important factors could cause actual results to differ materially from those in the forward -looking statements including, but not limited to, regulatory and third party approvals not being obtained in the manner or timing anticipated, the ability to implement corporate strategies, the state of domestic capital markets, the ability to obtain financing, changes in general market conditions and other factors more fully described from time to time in the reports and filings made by Elkwater with securities regulatory authorities.

Except as required by applicable laws, Elkwater does not undertake any obligation to publicly update or revise any forward-looking statements.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States or to United States Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Contact Information

  • Elkwater Resources Ltd.
    Doug Bailey
    President and Chief Executive Officer
    403.262.0242

    Elkwater Resources Ltd.
    Neil Burrows
    Vice President, Finance and Chief Financial Officer
    403.262.0242

    Elkwater Resources Ltd.
    2000, 840 7th Ave S.W.
    Calgary, AB T2P 3G2
    403.262.0242